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NON-CIRCUMVENTION, NON-DISCLOSURE AND WORKING AGREEMENT

Effective Date:

THE PARTIES

This Non-Circumvention, Non-Disclosure and Working Agreement (the "Agreement") is entered into on the Effective Date set forth above, by and between the following parties (each a "Party" and collectively the "Parties"):

PARTY ONE
Company	FraniaG International LLC
Authorized Representative	Frania Gutierrez
Title	Chief Executive Officer (CEO)
Registered Address	13574 Village Park Dr, Suite 115, Orlando, FL 32837, USA
Jurisdiction of Formation	State of Florida, United States of America
Email	fgutierrez@franiag.com
Role in Transaction	Advisor / Intermediary (as applicable per transaction)

PARTY TWO
Company
Authorized Representative
Title
Registered Address
Jurisdiction of Formation
Passport / ID No.
Email / Telephone
Role in Transaction

RECITALS

WHEREAS, the Parties intend to engage, jointly or in coordinated roles, in one or more business, project, investment or financing transactions, which may include, without limitation, infrastructure, energy, real estate, mining, industrial, commercial or financial projects and ventures (collectively, the "Transaction");

WHEREAS, the Parties will exchange, during the negotiation and performance of the Transaction, sensitive commercial, technical, financial, logistical and contractual information, including the identity of project owners, sponsors, investors, lenders, buyers, sellers, mandates, intermediaries, banks and escrow agents;

WHEREAS, each Party wishes to protect such information from unauthorized disclosure and to prevent any Party from being circumvented, bypassed, avoided or otherwise eliminated from the Transaction or any related, follow-on, repeat, renewed, extended, parallel, or third-party transaction arising directly or indirectly from the relationships established hereunder;

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the Parties agree as follows:

1. DEFINITIONS

(a) "Confidential Information" means any and all information, in any form, disclosed by one Party (the "Disclosing Party") to any other Party (the "Receiving Party") in connection with the Transaction, including without limitation: the identity and contact and banking information of project owners, sponsors, investors, lenders, buyers, sellers, mandates, intermediaries, brokers and financiers; commercial terms, prices, fees and financial models; project documents, studies, permits, titles and technical reports; contractual documents, financial instruments, escrow instructions, and all communications related thereto.

(b) "Contacts" means any individual or legal entity introduced by one Party to any other Party, directly or indirectly, in relation to the Transaction.

(c) "Transaction" means any present or future business, investment, financing or commercial operation undertaken or contemplated by any of the Parties using, in whole or in part, Confidential Information or Contacts originating under this Agreement.

(d) "Commissions" means all fees, commissions, success fees, finder's fees, brokerage fees, advisory fees, or other consideration payable to any Party in connection with the Transaction, as further specified in a separate Irrevocable Master Fee Protection Agreement ("IMFPA"), engagement letter or fee schedule.

2. NON-CIRCUMVENTION

1. Each Party irrevocably undertakes that, during the Term and the survival period set forth in Clause 6, it shall not, directly or indirectly, alone or through any third party, attempt to or actually circumvent, bypass, avoid, compete with, or eliminate any other Party from the Transaction or from any Contacts introduced under this Agreement.
2. No Party shall: (a) contact any Contact of another Party for the purpose of conducting a Transaction without the prior written consent of the introducing Party; (b) enter into any direct or indirect transaction with such Contact that excludes any other Party; or (c) deny, reduce, delay or fail to pay any Commission owed to another Party.
3. This Clause applies equally to the first Transaction and to any add-on, repeat, renewed, extended, rolled-over, parallel, ancillary or substitute transactions arising from the relationships, introductions or information exchanged under this Agreement.

3. NON-DISCLOSURE

1. Each Receiving Party shall hold all Confidential Information in strict confidence and shall not disclose it to any third party without the prior written consent of the Disclosing Party, except to its directors, officers, employees, attorneys, accountants and bankers with a strict need to know, bound by confidentiality obligations no less restrictive than those herein.
2. The Receiving Party shall use the Confidential Information solely to evaluate, negotiate and execute the Transaction.
3. Confidentiality shall not apply to information which: (a) is or becomes publicly available through no breach of this Agreement; (b) was lawfully in the Receiving Party's possession prior to disclosure; (c) is independently developed without reference to the Confidential Information; or (d) must be disclosed by law or court order, with prompt written notice to the Disclosing Party.

4. COMPLIANCE (AML / KYC)

1. Each Party shall comply with all applicable anti-money laundering (AML), counter-terrorist financing (CTF) and sanctions laws, including those administered by the U.S. Office of Foreign Assets Control (OFAC), and shall provide such Know-Your-Customer (KYC) documentation as reasonably requested.
2. Each Party warrants that all funds, assets and projects involved in any Transaction are of lawful origin and that all related documentation is true, accurate and complete.

5. COMMISSIONS AND FEE PROTECTION

1. Any Commissions shall be documented in a separate IMFPA, engagement letter or fee schedule, which shall form an integral part of this Agreement upon execution.
2. The paying Party shall irrevocably instruct the relevant paymaster, bank or escrow agent to pay Commissions directly to the entitled Parties simultaneously with, and from the same funds as, the settlement of each closing or tranche.
3. No Party shall renegotiate, reduce, deduct, set off or delay any Commission without the prior written consent of the entitled Party.

6. EXCLUSIVITY OF CONTACTS, TERM AND SURVIVAL

1. Each Contact introduced by a Party shall be the exclusive Contact of the introducing Party for five (5) years from the date of introduction, regardless of whether the initial Transaction is completed.
2. No Party may assign, transfer or communicate the Contacts or Confidential Information to any third party without the prior written consent of the introducing Party.
3. This Agreement enters into force on the Effective Date and remains in force for five (5) years (the "Term"). The obligations of non-circumvention, non-disclosure and Commission protection survive expiration or termination for an additional five (5) years.

7. REMEDIES AND LIQUIDATED DAMAGES

1. A breach of Clauses 2, 3, 5 or 6 would cause irreparable harm for which monetary damages alone may be inadequate; the non-breaching Party is entitled to seek injunctive relief and specific performance, in addition to any other remedies at law or in equity.
2. In the event of a proven breach of the non-circumvention or Commission provisions, the breaching Party shall pay each affected Party, as liquidated damages and not as a penalty, an amount equal to the Commission such Party would have earned on the circumvented Transaction (including all repeat, renewed, extended or parallel transactions for the full survival period), plus reasonable attorney's fees, arbitration costs and collection expenses.

8. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that: (a) it has full corporate or personal authority to enter into this Agreement; (b) the individual signing on its behalf is duly authorized; (c) the execution of this Agreement does not violate any other agreement to which it is bound; and (d) all information it provides is true, accurate and not misleading.

9. GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement is governed by the laws of the State of Florida, USA. Any dispute not resolved amicably within thirty (30) days of written notice shall be finally settled by binding arbitration administered by the International Centre for Dispute Resolution (ICDR) under its International Arbitration Rules. The seat of arbitration shall be Miami, Florida; the language shall be English; one (1) arbitrator for disputes under USD $1,000,000 and three (3) for disputes equal to or exceeding USD $1,000,000.

10. PREVAILING LANGUAGE AND GENERAL PROVISIONS

This Agreement is executed in English; any translation is for convenience only. It constitutes the entire agreement between the Parties on its subject matter; amendments require the written signature of all Parties; invalid provisions do not affect the remainder; it may be executed in counterparts, and signatures transmitted by email (PDF) or through recognized electronic-signature platforms have the same legal effect as wet-ink signatures; notices shall be sent to the addresses in the Parties section; nothing herein creates a partnership, joint venture, employment or agency relationship beyond what is expressly set forth.

SIGNATURES

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date first written above.